general terms and conditions

General Terms and Conditions
Soravia GmbH & Co.KG
(Status 09/2022)

1.General

(1) The following terms and conditions (GTC) apply to all business relationships between SORAVIA GmbH & Co. KG (hereinafter "SORAVIA") and its customers. "Customer" within the meaning of these terms and conditions is exclusively the entrepreneur within the meaning of § 14 BGB.
(2) THE PRODUCTS AND SERVICES OFFERED, AS WELL AS THESE TERMS AND CONDITIONS, ARE ADDRESSED EXCLUSIVELY TO ENTREPRENEURS IN THE PURPOSES OF § 14 BGB.
(3) All deliveries, services and offers from SORAVIA are made exclusively on the basis of these general and, if applicable, supplementary terms and conditions. These are part of all contracts that SORAVIA concludes with its customers for the deliveries or services it offers. They also apply to all future deliveries, services or offers to the customer, even if they are not separately agreed again.
(4) Terms and conditions of the customer or third parties do not apply, even if SORAVIA does not separately object to their validity in individual cases. Even if SORAVIA refers to a letter that contains the terms and conditions of the customer or a third party or refers to such, this does not constitute consent to the validity of those terms and conditions.
(5) Unless expressly stated otherwise, the prices refer to the items shown in each case according to the description, but not accessories or decoration.

2. Conclusion of contract

(1) The advertising or representation in the respective advertising material only represents a binding contract offer if this results from the type of offer. Otherwise, the offer is non-binding. In these cases, the customer submits a binding offer by placing an order. SORAVIA reserves the right to freely decide whether to accept this offer.
(2) If SORAVIA submits an offer and no other binding period is specified there, SORAVIA shall remain bound to the offer for seven calendar days.
(3) The contract is concluded - insofar as stated in the advertising material - subject to the correct and timely delivery by the suppliers; this reservation only applies in the event that SORAVIA has concluded a congruent hedging transaction with the supplier and is not responsible for any incorrect or non-delivery. If it turns out in a congruent hedging transaction that the ordered goods are not available, SORAVIA will inform the customer immediately about the non-availability and reimburse any consideration already provided by the customer.
(4) If an order exceeds customary quantities, SORAVIA reserves the right to impose a corresponding restriction.

3. Retention of Title

(1) SORAVIA retains ownership of the delivered goods until all payments from the business relationship with the customer have been received.
(2) The customer is obliged to insure the goods subject to retention of title at his own expense against fire, water and theft damage at replacement value and to notify SORAVIA immediately of any change of residence or place of business, as long as there are still claims for delivered goods.

4. Prices & Terms of Payment

(1) The offered prices do not include packaging and shipping costs. The statutory VAT applicable upon delivery is shown separately.
(2) The prices quoted relate to the time of the offer and the commitment period stated therein; We reserve the right to change prices after the commitment has expired.
(3) Offsetting is only permitted against undisputed or legally established claims.
(4) SORAVIA can refuse acceptance if the customer decides that payments should not first be offset against older claims, costs and interest and only then against the main claim.

5. Invoice, Packaging and Costs

(1) With regard to the respective packaging and shipping costs, there is a separate note on the specific costs in the offer.
(2) The listed prices are list prices.
For larger quantities, volume discounts are possible for individual products by arrangement. The respectively applicable value added tax is also shown and calculated.
Deliveries from a goods value of €500.00 are free of additional freight costs.
Freight costs must be calculated for orders with a goods value of less than €500.00. Our invoices are issued net and are payable without deductions within 30 days of the invoice date at the latest. We grant a 2% discount for payments within 8 days.
Exceptions: In the case of large orders, first orders, trade fair orders or pre-sale orders, other payment methods can be agreed upon. The delivered goods - even in processed condition - remain the property of Soravia GmbH & Co. KG until full payment. Any proceeds from the sale shall a instead of the goods. Place of performance and place of jurisdiction for deliveries and payments is Cologne.
(3) Deliveries abroad are always made at the expense and risk of the customer.
Any additional costs for deliveries to German islands shall be borne by the buyer.
(4) The customer is responsible for disposing of the transport packaging at his own expense.
(5) The delivery takes place against invoice, advance payment or cash on delivery.
(6) Reasonable partial deliveries remain reserved insofar as this is reasonable for the customer and the customer has consented. The seller shall bear any higher costs incurred as a result of partial deliveries.
(7) SORAVIA is entitled to send invoices as PDF invoices by email (electronic invoice dispatch).

6. Default

In order for SORAVIA to be in default, a reminder in text form with a reasonable grace period is required. This does not apply if a (subsequent) deadline is dispensable for legal reasons.

7. Warranty

(1.) The warranty period shall be 1 year from the transfer of risk or acceptance.
(2.) SORAVIA shall provide warranty for defects of the goods itself or through third parties at the Customers discretion by rectification or replacement delivery.
(3.) If the rectification or replacement delivery fails, the Customer may, at his discretion, demand a reduction of the remuneration or cancellation of the contract.

8. Liability

(1.) Subject to the following provisions, SORAVIA shall not be liable - irrespective of the legal grounds - for the slightly negligent breach of obligations by SORAVIA, its legal representatives or vicarious agents.
In the event of a slightly negligent breach of material contractual obligations, SORAVIAs liability shall be limited to the amount of the typical foreseeable damage, up to a maximum of 1.5 times the order value or Euro 5.000,00 whichever is higher. SORAVIA shall not be liable for breaches of duty caused by slight negligence or for breaches of the duty to protect caused by slight negligence.
(2.) Claims for loss of profit are excluded.
(3.) The above exclusions and limitations of liability do not apply in cases of strict liability, in particular according to the Product Liability Act, in the case of culpable bodily injury and damage to health or loss of life.
(4.) There shall be no liability for damage to the delivered product or third components which are based on non-observance of the instructions or storage requirements or insufficient protective precautions on the part of the customer.
(5.) The risk of accidental loss and accidental deterioration of the items to be delivered shall pass to the customer upon notification of readiness or handover to the forwarding agent, the carrier or the persons otherwise designated to carry out the shipment. The handover shall be deemed to have taken place if the customer is in default of acceptance.

9. naming as reference customer

The Customer allows SORAVIA to name the Customer as a reference customer in an appropriate form.

10. Data protection and confidentiality

(1.) The contracting parties shall observe the relevant data protection regulations. In particular, SORAVIA shall only collect, process or use personal data of the Customer within the scope of the order processing. The contracting parties shall oblige their employees to observe data secrecy according to § 53 BDSG (German Data Protection Act).
(2.) The parties are obliged to treat all confidential information, business and trade secrets obtained within the framework of the contractual relationship as confidential, in particular not to pass them on to third parties or otherwise exploit them.
(3.) In case of doubt, transmitted data shall be deemed confidential.
(4.) Excluded from this obligation is such confidential information,
• which was demonstrably already known to the recipient at the time of the conclusion of the contract or subsequently becomes known from a third party without violating a confidentiality agreement, statutory provisions or official orders;
• which are public knowledge at the time of conclusion of the contract or are made public thereafter, insofar as this is not based on a breach of this contract;
• which must be disclosed due to legal obligations or by order of a court or an authority. To the extent reasonable and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to take action against the disclosure.

11. final provisions

(1.) The substantive law of the Federal Republic of Germany shall apply.
(2.) If the customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from this contract shall be Cologne. The same applies if the customer has no general place of jurisdiction in Germany.
(3.) Should any provision of this contract be or become invalid, this shall not affect the validity of the remaining provisions, insofar as this is legally per-missible. The parties undertake to replace the invalid provision by another valid provision which comes as close as possible to the intended economic purpose. The same shall apply in the event of a loophole in the contract.
(4.) All amendments and supplements must be in text form to be effective.